WHEREAS

(A) Compania Panamena de Aviacion, S.A. (the "Lessee") has leased from Lessor
and Lessor has leased to Lessee a Boeing B737-800 aircraft bearing
manufacturer's serial number 29670 (collectively together with all Parts, the
"Aircraft") pursuant to that certain Aircraft Lease Agreement dated as of
December \_\_\_, 2004 between the Lessee and Lessor (the "Lease").

(B) The Guaranty Beneficiaries desire support for the due and punctual payment,
observance and performance of all of the obligations and liabilities of Lessee
under or in respect of the Lease and the other Transaction Documents (together
with the Lease, as amended, supplemented or modified from time to time, the
"Operative Documents") to which Lessee is a party (the "Obligations"); and

(C) It is a condition precedent to the Lessor's obligation to lease the Aircraft
to Lessee and the right of the Lessee to lease the Aircraft from the Lessor that
Lessee cause the Guarantor to execute and deliver this Guaranty.

IT IS AGREED

1. INTERPRETATION

1.1 Definitions: Capitalized terms (including those within the recitals), not
defined herein shall have the meaning ascribed to them in the Lease.

2. GUARANTY

 For value received and to induce the Guaranty Beneficiaries to enter into
the Operative Documents, Guarantor, as a primary obligor and not as a surety,
does hereby absolutely, unconditionally and irrevocably guarantee to the
Guaranty Beneficiaries the due and punctual payment, observance and performance
by Lessee of all of the Obligations.